Peter Kies
INOVIO PHARMACEUTICALSAbout Peter Kies
Peter D. Kies, age 61, has served as Inovio’s Chief Financial Officer since 2002. He previously was CFO of Newgen Results Corporation, Controller at Cytel Corporation, and an auditor at Ernst & Young LLP. He holds a B.S. in Business Administration from United States International University (San Diego) and has over two decades of public-company CFO experience in biotech . Inovio’s recent performance context: 2024 non-binding say‑on‑pay support was 74% ; the value of a $100 investment in INO fell to $3.06 by year-end 2024 (proxy TSR table) with a 2024 net loss of $107M . Additional operating scale context for the company is below.
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $10,262,268* | $832,010* | $217,756* |
| EBITDA | $(249,420,313)* | $(123,975,147)* | $(110,646,775)* |
| Values retrieved from S&P Global.* |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Newgen Results Corporation | Chief Financial Officer | 1996–2002 | Scaled finance leadership prior to joining Inovio |
| Cytel Corporation | Controller | Not disclosed | Public-company controllership experience |
| Ernst & Young LLP | Auditor | Not disclosed | Big Four audit training and discipline |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No external directorships or roles disclosed in proxy |
Fixed Compensation
| Component | 2023 | 2024 | 2025 (as of Mar 1, 2025) |
|---|---|---|---|
| Base salary | $622,881 | $506,806 | $516,942 |
| Target bonus % | 40% (policy) | 40% (policy) | 40% (policy) |
| Actual annual cash incentive | $172,314 | $158,123 (78% of target) | — |
Notes:
- 2024 corporate performance score for bonuses: 78% of target; CFO target bonus equals 40% of base salary .
Performance Compensation
Annual Cash Incentive – 2024 Corporate Scorecard
| Category (Corporate Objective) | Weight | Target | Actual achievement | Payout driver |
|---|---|---|---|---|
| INO‑3107 (RRP) development/commercial readiness | 60% | Multiple regulatory, BLA-readiness, confirmatory trial and commercial milestones | 43% | Partial progress; pre‑BLA alignment; EMA CAT certification; UK ILAP designation |
| HPV‑driven cancer immunotherapies (INO‑3112) | 14% | Advance to Phase 3 path | 14% | Coherus collaboration; FDA Phase 3 design alignment |
| Pipeline: chronic viral, pre‑cancer, cancer | 4% | Program advancement | 2% | Controlled Phase 2 path for INO‑5401; new discovery candidate |
| Infectious diseases prevention/therapies | 4% | Program advancement | 2% | INO‑4201 booster data; FDA Phase 2 path; DMAb follow-up |
| Other corporate (financing, comms, HR) | 18% | Corporate execution | 17% | >$60M equity proceeds; launch readiness buildout |
| Total | 100% | — | 78% | Company-weighted payout = 78% |
CFO 2024 bonus math example: Target $202,722 (40% of $506,806), payout at 78% = $158,123 .
Long-Term Equity Awards Granted in 2024 (CFO)
| Award type | Grant date | Quantity | Key terms |
|---|---|---|---|
| Stock options | Feb 28, 2024 | 18,750 | Strike $8.46; 25% vested immediately; 25% on each of next three anniversaries |
| Time‑based RSUs | Feb 28, 2024 | 15,029 | Vest in three equal annual installments beginning first anniversary (i.e., 2025/2026/2027) |
| Milestone‑based PSUs | May 23, 2024 | 6,230 | Vest on achievement of specified INO‑3107 development/regulatory/commercial milestones with deadlines from end‑2025 to end‑2027 |
| Market‑based PSUs (Relative TSR) | May 23, 2024 | 2,670 | Vest based on Relative TSR vs Russell 2000 Biotech Subsector over Jun 1, 2024–Dec 31, 2027; 50%–150% payout; capped at 100% if absolute TSR negative |
Compensation mix detail (additional 2024 grant-date fair values): Options $127,982; time-based RSUs $131,957; non‑equity incentive $158,123; salary $506,806; total $940,072 .
Multi‑Year Named Executive Compensation (CFO)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | 622,881 | 132,252 | 218,593 | 172,314 | 15,000 | 1,161,040 |
| 2024 | 506,806 | 131,957 | 127,982 | 158,123 | 15,204 | 940,072 |
Equity Ownership & Alignment
Beneficial Ownership (as of Mar 24, 2025)
| Holder | Shares beneficially owned | % of outstanding | Notes |
|---|---|---|---|
| Peter D. Kies (CFO) | 133,835 | <1% | Includes 100,637 options exercisable, 4,771 RSUs vesting within 60 days; includes 375 shares held by spouse |
Shares outstanding at 3/24/2025: 36,673,464 .
Vested vs. Unvested Detail (select positions at 12/31/2024)
| Instrument | Status | Quantity | Key economics |
|---|---|---|---|
| Stock options | Various tranches exercisable (legacy) | e.g., 4,999 @ $90.72 (3/5/2025 exp), 5,625 @ $84.24 (3/9/2026), 8,333 @ $80.16 (3/10/2027), 10,541 @ $51.48 (3/5/2028), 8,374 @ $40.08 (3/8/2029), 8,735 @ $133.20 (2/26/2031) | Out-of-the-money at $1.88 close (3/24/2025) |
| Options (2024 grant) | Unexercised (exercisable/unexercisable) | 4,688 / 14,062 @ $8.46 (2/28/2034 exp.) | 25% vested 2/28/2024; remainder annually |
| Time‑based RSUs (older) | Unvested | 9,542 | Vest in two equal tranches May 15, 2025 and May 15, 2026 |
| Time‑based RSUs (2024) | Unvested | 15,029 | 1/3 vested Feb 26, 2025; remaining 2/3 vest Feb 26, 2026 & Feb 26, 2027 |
| Milestone‑based PSUs (2024) | Unvested (target) | 6,230 | Milestones due by end‑2025 to end‑2027 |
| Market‑based PSUs (2024) | Unvested (target) | 2,670 | Relative TSR period Jun 1, 2024–Dec 31, 2027 (50%–150% payout; negative TSR cap) |
Policies and guidelines:
- Hedging and pledging are prohibited without prior written consent of the Compensation Committee; short‑term/speculative transactions are prohibited .
- Executive ownership guidelines: 1× base salary for other executive officers; executives have up to the later of five years from becoming subject or five years of service to comply. As of Mar 24, 2025, all Section 16 officers (including NEOs) were deemed to be making appropriate progress toward compliance .
Employment Terms
- Role and tenure: CFO since 2002 .
- Current cash compensation: Base salary $516,942 as of Mar 1, 2025; target bonus 40% of base .
- Severance (legacy employment agreement; not in the new severance plan):
- Termination without cause or for good reason: 12 months base salary + 12 months COBRA premiums .
- Change in control (double‑trigger; company states no single‑trigger provisions): 24 months base salary plus a “pro rata bonus amount × 12” (equal to the greater of the most recent annual cash bonus or the average of the three most recent annual cash bonuses), discounted to present value; plus standard conditions (release) .
- Death/disability: Pro‑rated salary, accrued items; disability includes 6 months salary equivalent and medical/COBRA support .
- Restrictive covenants: Receipt of severance conditioned on entering non‑competition and non‑disclosure covenants .
- Clawbacks: Dodd‑Frank–compliant recoupment policy adopted; additional company guidelines provide recovery in event of restatement .
- No tax gross‑ups; no single‑trigger CIC across executive agreements/plans .
Compensation Structure Analysis
- Cash vs equity mix: For 2024, CFO total comp ($940k) included salary (54%), equity (28% combined options/RSUs), and incentive cash (17%); equity balance shifted toward RSUs and PSUs, which are less “all‑or‑nothing” than options and add relative TSR alignment .
- Pay for performance: Corporate score at 78% produced proportionate bonus outcomes (CFO payout $158k vs $203k target) .
- Performance metrics transparency: 2024 included detailed objective categories and weighted targets; investors requested more disclosure, and the company expanded detail in 2025 proxy .
- Equity design changes: Introduction of 3‑year PSU program (70% milestone-based tied to INO‑3107, 30% market‑based on Relative TSR), with payout caps when absolute TSR is negative; aligns vesting to regulatory and commercial milestones and shareholder returns .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑pay support | Notes |
|---|---|---|
| 2024 | 74% | Up from 64% (2023) and 70% (2022); outreach to holders representing ~18% of outstanding shares; investors supported structure and requested more performance detail . |
Related Party Transactions and Red Flags
- Related party transactions: None above $120,000 since Jan 1, 2023 (excluding routine compensation), per Audit Committee review .
- Hedging/pledging: Prohibited without prior consent (mitigates alignment concerns) .
- Clawbacks: In place and Dodd‑Frank compliant .
- Option repricing: Not disclosed.
- Pledging of shares by CFO: Not disclosed.
Equity Ownership & Sell‑Pressure Calendar (Forward-Looking Vesting Cadence)
- Time‑based RSUs: Two tranches in 2025–2026 (older grant: ~4,771 per tranche May 15, 2025/2026; 2024 grant 2/3 vest on Feb 26, 2026/2027 after 1/3 vested on Feb 26, 2025), creating modest calendar‑based supply in 2025–2027 .
- PSUs: Milestone‑based vest only upon INO‑3107 regulatory/commercial milestones (through end‑2027); market‑based vest depends on Relative TSR through Dec 31, 2027—no scheduled “time” vesting; payout can be 0%–150% (capped at 100% if absolute TSR negative) .
- Options: Many legacy options are far out‑of‑the‑money (e.g., $40–$133 strikes) versus $1.88 price (3/24/2025), reducing near‑term exercise-driven selling; 2024 options at $8.46 also currently OTM .
Investment Implications
- Alignment: Substantial PSU usage ties value to INO‑3107 milestones and Relative TSR; ownership guidelines further align incentives, and hedging/pledging limits reduce misalignment risk .
- Retention risk: Long tenure (since 2002) and legacy agreement with robust double‑trigger CIC protection (24 months base + bonus construct) support retention; absence of single‑trigger and existence of clawbacks and ownership guidelines are shareholder‑friendly .
- Selling pressure: Calendar-based RSU vesting in 2025–2027 presents manageable supply; most options are OTM, so limited pressure from option exercises at current prices .
- Pay-for-performance: 2024 incentive payout at 78% is consistent with partial but meaningful advancement toward BLA submission and commercialization readiness for INO‑3107 . That said, shareholder TSR was severely negative over 2022–2024 (proxy PVP table), and the market‑based PSU cap when absolute TSR is negative helps guard against misalignment .
- Execution risk: Value creation is concentrated in regulatory and commercial outcomes for INO‑3107 through 2027 given PSU milestone deadlines and TSR window; compensation is explicitly geared to those catalysts, which raises both upside leverage and event risk in incentive realizations .